LTMP / Alltemp Inc - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

Investor Relations/Public Relations Consulting and Services Agreement

EXHIBIT 10.1 807 Highridge Lane McKinney, Texas 75069 Phone 720.580.2740 www.247marketnews.com Investor Relations/Public Relations Consulting and Services Agreement This Scope of Work and Investor Relations/Public Relations Consulting and Services Agreement is entered into on September 8, 2025, (“Effective Date”), between TOTALIGENT, Inc. (TGNT) (herein referred to as TOTALIGENT” or “Client”), a c

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 8, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 8, 2025 TOTALIGENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-41803 80-0142655 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2025 ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to .

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2025 ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to .

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2025 ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to .

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 12b-25 Commission File Number 000-55122 NOTIFICATION OF LATE FILING

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 12b-25 Commission File Number 000-55122 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 11-K ☐ Form 20-F ☒ Form 10-Q ☐ Form N-SAR For Period Ended: March 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form 20-F ☐ Transition Report on Form N-SAR ☐ Transition Report on Fo

TOTALIGENT, INC. 3651 FAU Blvd, Suite 400 Boca Raton, FL 22431 May 7, 2025

TOTALIGENT, INC. 3651 FAU Blvd, Suite 400 Boca Raton, FL 22431 May 7, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Re: Totaligent, Inc. Registration Statement on Form S-1 File No. 333-286843 Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended, Totaligent, Inc., a Delaware corp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 FORM S-1/A REGISTRATION STATEMENT THE SECURITIES ACT OF 1933

Registration No. 333-286843 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TOTALIGENT, INC. (Exact name of registrant as specified in its charter) Delaware 7372 80-0142655 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Numbe

Filing Fee Table*

EXHIBIT 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) TOTALIGENT, INC.

As submitted to the Securities and Exchange Commission on April 30, 2025

As submitted to the Securities and Exchange Commission on April 30, 2025 Registration No.

Standby Equity Purchase Agreement dated April 25, 2025 between the Corporation and Joint Effort Funding, LLC *

EXHIBIT 10.3 STANDBY EQUITY PURCHASE AGREEMENT This Equity Purchase Agreement (this “Agreement”) is entered into as of April 25, 2025 (the “Execution Date”), by and between Totaligent, Inc., a Delaware corporation (the “Company”), and Joint Effort Funding, a Texas limited liability company (the “Investor”, and together with the Company, the “Parties”). RECITALS WHEREAS, the Company desires to issu

Limitation of Conversion Amount dated April 21, 2025 between the Corporation and Karolus Maximus Kapital, Inc. (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on April 22, 2025

EXHIBIT 10.1 LIMITATION OF CONVERSION AGREEMENT This Limitation of Conversion Agreement (the "Agreement") is entered into as of April 21, 2025, by and between: Totaligent, Inc., a Delaware corporation ("Company"), and Karolus Maximus Kapital, Inc., a Texas corporation ("Investor"). RECITALS WHEREAS, the Company has previously issued to Investor approximately twenty (20) convertible promissory note

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 21, 2025 TOTALIGENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-41803 80-0142655 (State or other jurisdiction of incorporation) (Commission File Nu

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 21, 2025 TOTALIGENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-41803 80-0142655 (State or other jurisdiction of incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-55122 TOTALIGENT, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-55122 TOTALIGENT, INC

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 12b-25 Commission File Number 000-55122 NOTIFICATION OF LATE FILING

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 12b-25 Commission File Number 000-55122 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 11-K ☐ Form 20-F ☐ Form 10-Q ☐ Form N-SAR For Period Ended: December 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form 20-F ☐ Transition Report on Form N-SAR ☐ Transition Report on

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2024 ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to .

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 12b-25 Commission File Number 000-55122 NOTIFICATION OF LATE FILING

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 12b-25 Commission File Number 000-55122 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 11-K ☐ Form 20-F ☒ Form 10-Q ☐ Form N-SAR For Period Ended: September 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form 20-F ☐ Transition Report on Form N-SAR ☐ Transition Report o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2024 ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to .

Bylaws (incorporated by reference to Exhibit 3.5 to Annual Report on Form 10K filed on October 29, 2024).

EXHIBIT 3.5 BYLAWS OF THE WIKI GROUP, INC. (a Delaware corporation) ARTICLE I STOCKHOLDERS 1. CERTIFICATES REPRESENTING STOCK. Certificates representing stock in the corporation shall be signed by, or in the name of, the corporation by the Chairman or Vice-Chairman of the Board of Directors, if any, or by the President or a Vice-President and by the Treasurer or an Assistant Treasurer or the Secre

Certificate of Designation of Series D Preferred shares effective April 19, 2021 (incorporated by reference to Exhibit 3.4 to Annual Report on Form 10K filed on October 29, 2024).

EXHIBIT 3.4 ALLTEMP, INC. CERTIFICATE OF DESIGNATION Series D Convertible Preferred Stock par value $0.001 per share The undersigned, in accordance with the General Corporation law of the State of Delaware (“DGCL”), does hereby certify that, pursuant to the authority conferred upon the Board of Directors by the Articles and Bylaws of Alltemp, Inc., Inc. (the “Corporation”), on April 19, 2021, the

Exchange Agreement by and among Alltemp, Inc. and Certain Shareholders of Alltemp Inc. Dated December 3, 2021 (incorporated by reference to Exhibit 10.1 to Annual Report on Form 10K filed on October 29, 2024).

EXHIBIT 10.1 SHARE EXCHANGE AGREEMENT by and among Alltemp, Inc. (a Delaware corporation), and Certain Stockholders of Alltemp Inc. Dated as of December 3, 2021 1 CSES SHARE EXCHANGE AGREEMENT THIS SHARE EXCHANGE AGREEMENT (hereinafter referred to as this “Agreement”) is entered into as of December 3, 2021, by and among Alltemp, Inc., a Delaware corporation (“Alltemp”), and those stockholders of A

Certificate of Designation of Series A Preferred shares effective January 11, 2021 (incorporated by reference to Exhibit 3.2 to Annual Report on Form 10K filed on October 29, 2024).

EXHIBIT 3.2 ALLTEMP, INC. CERTIFICATE OF DESIGNATION Series A Preferred Stock par value $0.001 per share The undersigned, in accordance with the General Corporation law of the State of Delaware (“DGCL”), does hereby certify that, pursuant to the authority conferred upon the Board of Directors by the Articles and Bylaws of Alltemp, Inc., Inc. (the “Corporation”), on January 11, 2021, the Board of D

Employment Agreement for Edward C. DeFeudis dated January 1, 2022 (incorporated by reference to Exhibit 10.2 to Annual Report on Form 10K filed on October 29, 2024).

EXHIBIT 10.2 EMPLOYMENT AGREEMENT BY AND BETWEEN ALLTEMP, INC. AND EDWARD C. DEFEUDIS This EMPLOYMENT AGREEMENT (“Agreement”) is dated and effective as of January 1, 2022, by and between Alltemp, Inc., a Delaware corporation (the “Company”), located at 2255 Glades Road Suite 324A Boca Raton, FL 33431 and Edward C. DeFeudis (the “Executive”), located at 6254 Brava Way Boca Raton, FL 33433. WHEREAS,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-55122 TOTALIGENT, INC

Exchange Agreement by and among Alltemp, Inc., Digi Messaging & Advertising Inc., and the Shareholders of Digi Messaging & Advertising Inc. dated December 3, 2021 (incorporated by reference to Exhibit 10.1.2 to Annual Report on Form 10K filed on October 29, 2024).

EXHIBIT 10.1.2 SHARE EXCHANGE AGREEMENT by and among Alltemp, Inc. (a Delaware corporation), Digi Messaging & Advertising Inc. (a Wyoming company) and the Shareholders of Digi Messaging & Advertising Inc. Dated as of December 3, 2021 1 SHARE EXCHANGE AGREEMENT THIS SHARE EXCHANGE AGREEMENT (hereinafter referred to as this “Agreement”) is entered into as of December 3, 2021, by and among Alltemp, I

Certificate of Amendment: Name change, effective August 1, 2022 (incorporated by reference to Exhibit 3.3 to Annual Report on Form 10K filed on October 29, 2024).

EXHIBIT 3.3

SRCF / Source Financial, Inc. 15-12G

OMB APPROVAL OMB Number: 3235-0167 Expires: April 30, 2018 Estimated average burden hours per response 1.

SRCF / Source Financial, Inc. NT 10-K

OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: August 31, 2015 Estimated average burden hours per response. 2.50 FORM 12b-25 SEC FILE NUMBER 000-55122 CUSIP NUMBER NOTIFICATION OF LATE FILING 02012P 10 6 (Check one): [X] Form 10-K [] Form 20-F [] Form 11-K [] Form 10-Q [] Form 10-D [] Form N-SAR [] Form N-CSR For Period Ended: De

SRCF / Source Financial, Inc. / Lopshire William Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Alltemp, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 02012P106 (CUSIP Number) David L. Ficksman, Esq. TroyGould 1801 Century Park East, Suite 1600 Los Angeles, California 90067 310-789-1290 (Name, Address

SRCF / Source Financial, Inc. / Nesen Kjell Nelson Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Alltemp, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 02012P106 (CUSIP Number) David L. Ficksman, Esq. TroyGould 1801 Century Park East, Suite 1600 Los Angeles, California 90067 310-789-1290 (Name, Address

SRCF / Source Financial, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 000-55122 ALLTEMP, INC. (Exact name of registrant as specif

Commercial Sublease Agreement

EX-10.1 3 ex10-1.htm Commercial Sublease Agreement THIS SUBLEASE AGREEMENT (“Sublease Agreement”) is entered into on July 1, 2015 by and between BOB DAVIS, an individual (“Sublessor and/or BD”), with an address of 441 Nandy Drive, Roseburg, Oregon 97470, and CSES GROUP, INC., a Nevada corporation (“Sublessee and/or CSES”), with offices at 960 S. Westlake Boulevard, Suite 10, Westlake Village, Cali

EX-10.2

EX-10.3

EX-10.3 5 ex10-3.htm

SRCF / Source Financial, Inc. 10-Q (Quarterly Report)

10-Q 1 form10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 000-55122 ALLTEMP, INC. (Exact name of regis

EX-3.1

Agreement between Robert N. Weingarten and Alltemp, Inc.

Exhibit 10.1 AGREEMENT Company: Alltemp, Inc., 960 South Westlake Boulevard, Suite 207, Westlake Village, California 91361; ATTN: William Lopshire, Chief Executive Officer. Executive: Robert N. Weingarten, 5439 Lockhurst Drive, Woodland Hills, California 91367. Position: Chief Financial Officer. Form and Term of Agreement: At-will employee, commencing July 10, 2017, terminable by either party upon

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 f8k071017alltempinc.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 10, 2017 ALLTEMP, INC. DELAWARE 000-55122 80-0142655 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Emp

Letter to the Securities and Exchange Commission from LBB & Associates, LLP regarding the matters disclosed in Item 4.01 of this Current Report on Form 8-K

Exhibit 16.1 June 8, 2017 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7561 Dear Sirs/Madams: We have read Item 4.01(a) of Alltemp Inc.?s Form 8-K dated June 8, 2017, and we agree with the statements made therein. We have no basis on which to agree or disagree with the statements made in Item 4.01(b). Yours truly, /s/ LBB & Associates, Ltd, LLP Houston, Texas

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 6, 2017 ALLTEMP, INC. DELAWARE 000-55122 80-0142655 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 441 Nandy Drive Rose

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 27, 2017 ALLTEMP, INC. DELAWARE 000-55122 80-0142655 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 441 Nandy Drive

Source Financial QUARTERLY REPORT (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ? Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended: March 31, 2017 ? Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to .

Source Financial NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER 000-55122 FORM 12b-25 NOTIFICATION OF LATE FILING CUSIP NUMBER 02012P106 (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: March 31, 2017 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transi

SRCF / Source Financial, Inc. / Lopshire William - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Alltemp, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 02012P106 (CUSIP Number) David L. Ficksman, Esq. 1801 Century Park East, Suite 1600 Los Angeles, California 90067 310-789-1290 (Name, Address and Telephone Number of Pers

SRCF / Source Financial, Inc. / Nesen Kjell Nelson - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Alltemp, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 02012P106 (CUSIP Number) David L. Ficksman, Esq. 1801 Century Park East, Suite 1600 Los Angeles, California 90067 310-789-1290 (Name, Address and Telephone Number of Pers

SRCF / Source Financial, Inc. / Davis Bob - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Alltemp, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 02012P106 (CUSIP Number) David L. Ficksman, Esq. 1801 Century Park East, Suite 1600 Los Angeles, California 90067 310-789-1290 (Name, Address and Telephone Number of Pers

SRCF / Source Financial, Inc. / ANTEBI STEVEN - SCHEDULE 13G Passive Investment

SC 13G 1 sc13g0517antebialltemp.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 Alltemp, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 02012P106 (CUSIP Number) April 27, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box

Source Financial, Inc. changes name to Alltemp, Inc. and Completes Merger with CSES Group, Inc.

Exhibit 99.1 Source Financial, Inc. changes name to Alltemp, Inc. and Completes Merger with CSES Group, Inc. Alltemp?s proprietary refrigerant technology is positioned as the world?s leading environmentally sustainable and efficient universal solution Alltemp, Inc. (OTCQX: LTMP) (the ?Company?), today announced the closing of its merger with CSES Group, Inc. and becomes the leading developer of pr

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Termination of a Material Definitive Agreement

8-K 1 f8k042717alltempinc.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 27, 2017 ALLTEMP, INC. DELAWARE 000-55122 80-0142655 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Em

Source Financial ANNUAL REPORT (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2016 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-55122 SOURCE FINANCI

SUBSIDIARIES

Exhibit 21.1 SUBSIDIARIES Name Jurisdiction of Incorporation/Organization Percent Ownership Venture Track, Inc. Delaware 100% (Direct)

Source Financial DEFINITIVE INFORMATION STATEMENT

SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: ? Preliminary Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ? Definitive Information Statement SOURCE FINANCIAL, INC.

Source Financial INFORMATION STATEMENT PURSUANT

SC 14F1 1 sc14f10217sourcefinancial.htm INFORMATION STATEMENT PURSUANT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14f-1 INFORMATION STATEMENT PURSUANT TO SECTION 14(f) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER SOURCE FINANCIAL, INC. (Exact name of registrant as specified in its corporate charter) DELAWARE 000-55122 80-0142655 (State or o

Source Financial AMENDMENT NO.1 TO PRELIMINARY INFORMATION STATEMENT

SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

Source Financial ESP

SOURCE FINANCIAL, INC. 604 Arizona Avenue Santa Monica, California 90401 February 2, 2017 VIA EDGAR Erin E. Martin, Esq. Special Counsel Office of Financial Services United States Security and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Source Financial, Inc. Preliminary Information Statement on Schedule 14C Filed September 27, 2016 File No. 000-55122 Ladies / Gentlemen: The

AGREEMENT AND PLAN OF MERGER by and among Source Financial, Inc. (a Delaware corporation), CSES Group, Inc. (a Nevada corporation) CSES Acquisition, Inc. (a Nevada corporation) Dated as of January 24, 2017 AGREEMENT AND PLAN OF MERGER

EX-10.1 2 f8k012417ex10isourcefin.htm AGREEMENT AND PLAN OF MERGER AMONG SOURCE FINANCIAL, INC., CSES GROUP, INC. AND CSES ACQUISITION, INC. Exhibit 10.1 AGREEMENT AND PLAN OF MERGER by and among Source Financial, Inc. (a Delaware corporation), CSES Group, Inc. (a Nevada corporation) and CSES Acquisition, Inc. (a Nevada corporation) Dated as of January 24, 2017 AGREEMENT AND PLAN OF MERGER THIS AG

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 24, 2017 SOURCE FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-55122 80-0142655 (State or other jurisdiction of incorporation) (Commission

Source Financial QUARTERLY REPORT (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ? Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended: September 30, 2016 ? Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to .

Source Financial NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: October 31, 2018 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 000-55122 CUSIP NUMBER (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: September 30, 2016

Binding Memorandum of Understanding

Exhibit 99.1 Binding Memorandum of Understanding Parties: CSES Group, Inc. (?Alltemp?), William Lopshire and Kjell Nesen, solely as officers of Alltemp (collectively, the Alltemp Parties), on the one hand, and Source Financial, Inc. (?SF?), Edward DeFeudis, on behalf of SF (collectively, the ?SF Parties?). The Alltemp Parties and the SF Parties are sometimes referred to collectively as the ?Partie

Source Financial CURRENT REPORT (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 20, 2016 SOURCE FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-55122 80-0142655 (State or other jurisdiction of incorporation) (Commissi

Source Financial PRELIMINARY INFORMATION STATEMENT

SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14 (c) of the Securities Exchange Act of 1934 (Amendment No.

Source Financial QUARTERLY REPORT (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ? Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2016 ? Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to .

Source Financial QUARTERLY REPORT (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ? Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2016 ? Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to .

Source Financial NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: October 31, 2018 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 000-55122 CUSIP NUMBER (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: June 30, 2016 ? Tr

Source Financial NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: October 31, 2018 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 000-55122 CUSIP NUMBER (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: June 30, 2016 ? Tr

June 30, 2016

Exhibit 17.1 Board of Directors Source Financial, Inc. June 30, 2016 Gentlemen: This is to confirm my resignation as a director and officer of Source Financial, Inc. (?Source?) effective with the closing of the transactions contemplated by that certain Share Exchange Agreement dated June 30, 2016 by and among Source, Moneytech Group Pty Ltd and the stockholders of Source signatory thereto. Very tr

VENTURE TRACK, INC. FINANCIAL STATEMENTS MARCH 31, 2016 Venture Track, Inc. Table of Contents

Exhibit 99.2 VENTURE TRACK, INC. FINANCIAL STATEMENTS MARCH 31, 2016 Venture Track, Inc. Table of Contents Page Balance Sheets (Unaudited) 1 Statements of Operations (Unaudited) 2 Statements of Cash Flows (Unaudited) 3 Notes to Financial Statements (Unaudited) 4 - 5 Venture Track, Inc. BALANCE SHEETS (UNAUDITED) March 31, 2016 December 31, 2015 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 77

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2016 SOURCE FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-55122 80-0142655 (State or other jurisdiction of incorporation) (Commission Fi

June 30, 2016

Exhibit 17.4 Board of Directors Source Financial, Inc. June 30, 2016 Gentlemen: This is to confirm my resignation as a director of Source Financial, Inc. (?Source?) effective with the closing of the transactions contemplated by that certain Share Exchange Agreement dated June 30, 2016 by and among Source, Moneytech Group Pty Ltd and the stockholders of Source signatory thereto. Very truly, /s/ Joh

VENTURE TRACK, INC. FINANCIAL STATEMENTS DECEMBER 31, 2015 and 2014 Venture Track, Inc. Table of Contents

Exhibit 99.1 VENTURE TRACK, INC. FINANCIAL STATEMENTS DECEMBER 31, 2015 and 2014 Venture Track, Inc. Table of Contents Page Report of Independent Registered Public Accounting Firm 1 Balance Sheets 2 Statements of Operations 3 Statements of Cash Flows 4 Statements of Stockholders? Equity (Deficit) 5 Notes to Financial Statements 6 - 10 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the

SHARE EXCHANGE AGREEMENT

Exhibit 2.1 SHARE EXCHANGE AGREEMENT THIS SHARE EXCHANGE AGREEMENT (this ?Agreement?) is made this 30th day of June 2016 by and among Source Financial, Inc., a Delaware corporation (the ?Company?), Moneytech Group Pty Ltd, an Australian corporation (?Newco?), and the stockholders of the Company who are signatories to this Agreement (each a ?Stockholder? and collectively, the ?Stockholders?). The C

June 30, 2016

Exhibit 17.2 Board of Directors Source Financial, Inc. June 30, 2016 Gentlemen: This is to confirm my resignation as an officer of Source Financial, Inc. (?Source?) effective with the closing of the transactions contemplated by that certain Share Exchange Agreement dated June 30, 2016 by and among Source, Moneytech Group Pty Ltd and the stockholders of Source signatory thereto. Very truly, /s/ Bri

July 7, 2016

Exhibit 16.1 July 7, 2016 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Ladies and Gentlemen: We have read the Item 4.01 of Form 8-K dated July 7, 2016, of Source Financial, Inc. and are in agreement with the statements contained therein. /s/ Lichter, Yu and Associates, Inc.

SHARE EXCHANGE AGREEMENT by and among Source Financial, Inc. (a Delaware corporation), Venture Track, Inc. (a Delaware corporation) the Shareholders of Venture Track, Inc. Dated as of June 30, 2016 SHARE EXCHANGE AGREEMENT

Exhibit 2.2 SHARE EXCHANGE AGREEMENT by and among Source Financial, Inc. (a Delaware corporation), Venture Track, Inc. (a Delaware corporation) and the Shareholders of Venture Track, Inc. Dated as of June 30, 2016 SHARE EXCHANGE AGREEMENT THIS SHARE EXCHANGE AGREEMENT (hereinafter referred to as this ?Agreement?) is entered into as of June 30, 2016, by and among Source Financial, Inc., a Delaware

June 30, 2016

Exhibit 17.3 Board of Directors Source Financial, Inc. June 30, 2016 Gentlemen: This is to confirm my resignation as a director of Source Financial, Inc. (?Source?) effective with the closing of the transactions contemplated by that certain Share Exchange Agreement dated June 30, 2016 by and among Source, Moneytech Group Pty Ltd and the stockholders of Source signatory thereto. Very truly, /s/ Kla

List of Subsidiaries

Exhibit 21.1 List of Subsidiaries Name Jurisdiction of Incorporation/ Organization Percent Ownership Venture Track, Inc. Delaware 100% Moneytech USA, Inc. Delaware 100%

State of Delaware Secretary of State Division of Corporations Delivered 10:38 AM 07/06/2016 FILED 10:38 AM 07/06/2016 SR 20164787568 - File Number 2164821

Exhibit 3.2 Delaware Page 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF DESIGNATION OF "SOURCE FINANCIAL, INC . " , FILED IN THIS OFFICE ON THE SIXTH DAY OF JULY, A . D .. 2016, AT 10:38 O' CLOCK A.M. A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RE

Source Financial QUARTERLY REPORT (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ? Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2016 ? Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to .

SRCF / Source Financial, Inc. 10-Q - Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended December 31, 2015 ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to .

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2015 ☐ Transition report pursuant t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2015 ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to .

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2015 or ☐ TRANSITION REPORT PURSUAN

10-K 1 f10k2015sourcefinancial.htm ANNUAL REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2015 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Com

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 9, 2015 SOURCE FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-55122 80-0142655 (State or other jurisdiction of incorporation) (Commissio

Source Financial DEFINITIVE INFORMATION STATEMENT

SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14 (c) of the Securities Exchange Act of 1934 (Amendment No.

Source Financial PRELIMINARY INFORMATION STATEMENT

SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14 (c) of the Securities Exchange Act of 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2015 ☐ Transition report pursuant to Se

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2015 ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 000-55122 SOURCE FINANCIAL, INC.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2015 SOURCE FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-55122 80-0142655 (State or other jurisdiction of incorporation) (Commission File

Source Financial CURRENT REPORT (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 17, 2015 Commission file number 000-55122 SOURCE FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 033-26828 80-0142655 (State or other jurisdictio

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 10, 2015 Commission file number 000-55122 SOURCE FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 033-26828 80-0142655 (State or other jurisdictio

Source Financial, Inc. (OTCQX: SRCF) announces completion in Australia of AUD $25 million note issue by its subsidiary Moneytech Finance Pty Ltd

Exhibit 99.1 Source Financial, Inc. (OTCQX: SRCF) announces completion in Australia of AUD $25 million note issue by its subsidiary Moneytech Finance Pty Ltd Apr 17, 2015 OTC Disclosure & News Service North Sydney, NSW, Australia - Source Financial, Inc., a provider of trade and receivables finance in Australia, today announced the completion by its wholly owned subsidiary, Moneytech Finance Pty L

Moneytech Finance Pty Ltd – A$[●] [[●]% Fixed/Floating] Rate Subordinated Notes due [●] (“Subordinated Notes”)

EX-10.1 2 f8k041615ex10isourcefin.htm INFORMATION MEMORANDUM Exhibit 10.1 Information Memorandum Moneytech Finance Pty Ltd (ABN 75 112 110 906) Issue of Australian Dollar Subordinated Notes unconditionally and irrevocably guaranteed on a joint and several and subordinated basis by Moneytech Limited (ABN 77 106 249 852) Moneytech Services Pty Ltd (ABN 81 112 110 933) Lead Manager and Initial Subscr

Source Financial CURRENT REPORT (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 2015 Commission file number 000-55122 SOURCE FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 000-55122 80-0142655 (State or other jurisdictio

SRCF / Source Financial, Inc. RW - - WITHDRAWAL REQUEST

Source Financial, Inc. Level 6/97 Pacific Highway North Sydney NSW 2060, Australia February 12, 2015 Mr. Todd K. Schiffman Assistant Director Division of Corporation Finance Securities and Exchange Commission Washington, D.C. 20549 Re: Source Financial, Inc. Registration Statement on Form S-1 File No. 333-196225 Dear Mr. Schiffman: Pursuant to Rule 477, we hereby request withdrawal of the above re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q x Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended December 31, 2014 ☐ Transition report pursuant to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q x Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended December 31, 2014 ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to .

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2014 ☐ TRANSITION REPORT PURSUANT

10-K/A 1 f10k2014asourcefinancial.htm ANNUAL REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2014 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q x Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2014 ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to .

SCHEDULE 1 Director's Remuneration Schedule

Exhibit 10.24 AGREEMENT This Tripartite Agreement (this "Agreement") is entered into as of 16th January 2013 (the "Effective Date") between (1) Moneytech Limited (ACN: 106 249 852) ("Moneytech"), with its principal place of business at Level 6, 97103 Pacific Highway, North Sydney, NSW, 2060, (2) Moneytech Services Pty Limited (ACN: 112 110 933) ("Moneytech Services"), with is principal place of bu

REFERRAL AGREEMENT

Exhibit 10.22 REFERRAL AGREEMENT REFERRAL AGREEMENT (the "Agreement"), made this 30th April, 2013, by and between Hubbed Pty Limited ACN 159 190 833 of pier 8/9, 23 Hickson Road, Miller's Point ("Referral Agent") and Moneytech Services Pty Limited ACN 106 249 852 of 6/97 Pacific Highway, North Sydney ("Moneytech"). RECITALS 1. The Referral Agent is in the business of working with Australian Newsag

SRCF / Source Financial, Inc. 10-12G/A - - AMENDMENT NO 3 TO FORM 10-12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10/A (Amendment No. 3) GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 SOURCE FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 80-0142655 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identi

MASTER AGREEMENT

Exhibit 10.28 MASTER AGREEMENT This agreement (the "Agreement") is entered into as of 28 May 2014 (the "Effective Date") between: (1) Moneytech Limited (ACN: 106 249 852) ("Moneytech"), with its principal place of business at Level 6, 97-103 Pacific Highway, North Sydney, NSW, 2060; and (2) Moneytech Services Pty Limited (ACN: 112 110 933) ("Moneytech Services"), with is principal place of busines

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2014 ☐ TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2014 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-55122 SOURCE FINANCIAL, I

SRCF / Source Financial, Inc. NT 10-K - - NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12B-25 NOTIFICATION OF LATE FILING SEC File Number: 033-26828 (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2014 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-

Execution Copy SHARE EXCHANGE AGREEMENT by and among SOURCE FINANCIAL, INC., a Delaware Corporation, MONEYTECH LIMITED, an Australian Corporation, MARCO GARIBALDI, EDWARD DEFEUDIS, HUGH EVANS, THE SHAREHOLDERS OF MONEYTECH LIMITED Dated as of May 30,

Exhibit 2.2 Execution Copy SHARE EXCHANGE AGREEMENT by and among SOURCE FINANCIAL, INC., a Delaware Corporation, MONEYTECH LIMITED, an Australian Corporation, MARCO GARIBALDI, EDWARD DEFEUDIS, HUGH EVANS, and THE SHAREHOLDERS OF MONEYTECH LIMITED Dated as of May 30, 2013 SHARE EXCHANGEAGREEMENT SHARE EXCHANGE AGREEMENT (this “Agreement”) dated as of May 30, 2013 (the “Execution Date”), by and amon

As filed with the Securities and Exchange Commission on August 4, 2014 Registration No. 333-196225 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A (Amendment No.1) REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 S

As filed with the Securities and Exchange Commission on August 4, 2014 Registration No.

Source Financial, Inc.. Public Offering of Shares of Common Stock Underwriting Agreement

Exhibit 1.1 Source Financial, Inc.. Public Offering of Shares of Common Stock Underwriting Agreement , 2014 Wellington Shields & Co., LLC [Note to Draft: List other Lead Underwriters, if any, here] (As Representative of the Several Underwriters Identified in Schedule I Hereto) 140 Broadway New York, New York 10005 Ladies and Gentlemen: Source Financial, Inc., a Delaware corporation (the “Company”)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10/A (Amendment No. 2) GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 SOURCE FINANCIAL, INC. (Exact name

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10/A (Amendment No. 2) GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 SOURCE FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 80-0142655 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identi

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 f8k062414sourcefinancialinc.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 24, 2014 Commission file number 000-55122 SOURCE FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaw

Source Financial Files Registration Statement

Exhibit 99.1 Source Financial Files Registration Statement North Sydney, NSW, Australia, June 24, 2014 (GLOBE NEWSWIRE) - Source Financial, Inc. (OTCQB:SRCF) ("Source" or the "Company"), an innovative financial services and payment solutions provider, has filed a Registration Statement on Form S-1 in the US with respect to the proposed public offering of 4 million shares of its common stock. The p

Registration Statement - REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on May 23, 2014 Registration No.

Annexure A Position Description

Exhibit 10.26 EMPLOYMENT AGREEMENT commences the 7 April 2014 BETWEEN: Moneytech Services Pty Limited ACN 112 110 933 of Level 6197 Pacific Highway, North Sydney NSW 2060 ("Moneytech") and Mr David Frost, 49/2a Palmer Street, Cammeray NSW 2062 ("You" or "Employee") Definitions: Business means the commercial activities of Moneytech in the field of trade and inventory financing, debt factoring, fore

2

Exhibit 10.27 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q x Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2014 o Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to .

Code of Ethics (incorporated by reference to Exhibit 14.1 to Form 10-12G/A filed on May 1, 2014).

Exhibit 21.1 SUBSIDIARIES Name Jurisdiction of Incorporation/Organization Percent Ownership Moneytech Limited Australia 100% (Direct) Moneytech Finance Pty Ltd. Australia 100% (Indirect) mPayments Pty Ltd. Australia 100% (Direct) Moneytech POS Pty Ltd. Australia 95% (Direct) Moneytech Services Pty Ltd. Australia 100% (Indirect) Moneytech USA, Inc. Delaware 100% (Direct) 360 Markets Pty Ltd. Austra

Code of Ethics (incorporated by reference to Exhibit 14.1 to Form 10-12G/A filed on May 1, 2014).

Exhibit 14.1 SOURCE FINANCIAL, INC. Code of Ethics and Business Conduct 1. Introduction. 1.1 The Board of Directors of Source Financial, Inc. (together with its subsidiaries, the "Company") has adopted this Code of Ethics and Business Conduct (the "Code") in order to: (a) promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest; (b) promote ful

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A x Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2013 o Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to .

- AMENDMENT FORM 10 -12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10/A (Amendment No. 1) GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 SOURCE FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 80-0142655 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identi

Page 2 of 20

Exhibit 10.24 AGREEMENT This Tripartite Agreement (this "Agreement") is entered into as of 16th January 2013 (the "Effective Date") between (1) Moneytech Limited (ACN: 106 249 852) ("Moneytech"), with its principal place of business at Level 6, 97103 Pacific Highway, North Sydney, NSW, 2060, (2) Moneytech Services Pty Limited (ACN: 112 110 933) ("Moneytech Services"), with is principal place of bu

/s/ Scnja Sandral /s/ Christopher Taylor Witness Signature Director Signature Scnja Sandral Christopher Taylor Print Name Print Name /s/ Brian Pullar /s/ Hugh Evans Witness Signature Director/Secretary Signature Brian Pullar Hugh Evans Print Name Pri

Exhibit 10.23 A division of Westpac Banking Corporation ABM 33 007 457 141 Level 2, Westpac Place 275 Kent Street Sydney, NSW 2000 T; +61 2 8254 8225 F: +61 2 8254 6941 E: [email protected] vvww.westpac.com.au 13 March 2014 Hugh Evans Moneytech Limited Level 9, 97 Pacific Highway North Sydney NSW 2060 Dear Hugh Moneytech DealerCard Program Extension of Scheduled Commitment Termination Date t

REFERRAL AGREEMENT

EX-10.22 4 f1012g2014a1ex10xxiisource.htm REFERRAL AGREEMENT Exhibit 10.22 REFERRAL AGREEMENT REFERRAL AGREEMENT (the "Agreement"), made this 30th April, 2013, by and between Hubbed Pty Limited ACN 159 190 833 of pier 8/9, 23 Hickson Road, Miller's Point ("Referral Agent") and Moneytech Services Pty Limited ACN 106 249 852 of 6/97 Pacific Highway, North Sydney ("Moneytech"). RECITALS 1. The Referr

Financial Statements and Exhibits - AMENDMENT TO CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2013 Commission file number 000-55122 SOURCE FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 033-26828 80-0142655 (State or other jurisdicti

EX-10.20

Exhibit 10.20

AUTHORISED REPRESENTATIVE AGREEMENT

Exhibit 10.25 AUTHORISED REPRESENTATIVE AGREEMENT THIS AGREEMENT is made 3 September 2012 BETWEEN: Moneytech Limited (ACN 106 249 852) Level 6/97 Pacific Highway, North Sydney NSW (Moneytech) AND: 360 Markets Pty Ltd (ACN 151 337 852) Level 6, 97 Pacific Highway, North Sydney, NSW (Authorised Representative) RECITALS: A. Moneytech is the holder of an Australian Financial Services Licence (AFS Lice

mPayments Pty Limited Distributor Program Agreement

Exhibit 10.21 mPayments Pty Limited Distributor Program Agreement This agreement ("Agreement"), is entered into, by and between m Payments Pty Limited (126 015 227) of Level 6/97 Pacific Highway, North Sydney NSW 2060 ("mPayments") and Hubbed Pty Limited (159 190 833) of Pier 8/9, 23 Hickson Road, Miller's Point ("Distributor"). The parties desire to enter into a distribution relationship, the gov

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A x Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended December 31, 2013 o Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to .

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2013 o TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2013 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-55122 SOURCE FINANCIAL,

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2014 SOURCE FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 033-26828 80-0142655 (State or other jurisdiction of incorporation) (Commissio

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 11, 2014 SOURCE FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 033-26828 80-0142655 (State or other jurisdiction of incorporation) (Commissio

EX-10.7

Exhibit 10.7 RELEASE This RELEASE is made this 12th day of February, 2014 by Source Financial, Inc., a Delaware corporation (“Source”), in favor of Marco Garibaldi (“MG”), a California resident, Edward DeFeudis (“TD”), a Connecticut resident and WikiTechnologies, Inc., a Delaware corporation (“Wiki”). RECITALS On June 30, 2013, Source consummated the transaction contemplated by the Share Exchange

RELEASE

EX-10.6 7 f8k021114ex10visourcefin.htm RELEASE DATED FEBRUARY 12, 2014, EXECUTED BY WIKITECHNOLOGIES, INC. Exhibit 10.6 RELEASE This RELEASE is made this 12th day of February, 2014 by WikiTechnologies, Inc., a Delaware corporation (“WIKI”) in favor of Source Financial, Inc., a Delaware corporation (“Source”) and Hugh Evans, an Australian resident (“HE”). RECITALS On June 30, 2013, Source consummat

RELEASE

Exhibit 10.5 RELEASE This RELEASE is made this 12th day of February, 2014 by Marco Garibaldi, a resident of California (“MG”), in favor of Source Financial, Inc., a Delaware corporation (“Source”), and Hugh Evans, a resident of Australia (“HE”). RECITALS On June 30, 2013, Source consummated the transaction contemplated by the Share Exchange Agreement dated as of May 30, 2013 among Source, Moneytec

RELEASE

Exhibit 10.8 RELEASE This RELEASE is made this 12th day of February, 2014 by Hugh Evans, a resident of Australia (“Evans”), in favor of Marco Garibaldi (“MG”), a California resident, Edward DeFeudis (“TD”), a Connecticut resident and WikiTechnologies, Inc., a Delaware corporation (“Wiki”). RECITALS On June 30, 2013, Source Financial, Inc., a Delaware corporation (“Source”) consummated the transact

WikiTechnologies, Inc. 50 Old Kings Highway N Suite 204 Darien, CT 06820 February 12, 2014

Exhibit 10.9 WikiTechnologies, Inc. 50 Old Kings Highway N Suite 204 Darien, CT 06820 February 12, 2014 Source Financial, Inc. Level 6/97 Pacific Highway North Sydney NSW 2060 Australia Attention: Hugh Evans, Chief Executive Officer Gentlemen: In connection with the separation of WikiTechnologies, Inc. (“Wiki”) from Source Financial, Inc. (“Source”) pursuant to which the outstanding shares of Wiki

MARCO GARIBALDI

Exhibit 10.3 MARCO GARIBALDI February 12, 2014 Source Financial, Inc. Level 6/97 Pacific Highway North Sydney NSW 2060 Australia Attention: Hugh Evans, Chief Executive Officer Re. Lock-Up Agreement Gentlemen: The undersigned is the owner of shares of, or rights to acquire by conversion, exercise or other means, common stock of Source Financial, Inc. (the “Company”). In order to induce Wellington S

Source Financial, Inc. Level6/97 Pacific Highway North Sydney NSW 2060 February 10, 2014

Exhibit 10.1 Source Financial, Inc. Level6/97 Pacific Highway North Sydney NSW 2060 Australia February 10, 2014 Mr. Marco Garibaldi Mr. Edward DeFeudis WikiTechnologies, Inc. 50 Old Kings Highway N Suite 204 Darien, CT 06820 Dear Marco and Ted: This is to confirm our agreement to unwind that portion of the Share Exchange Agreement dated as of May 30, 2013 by and among Source Financial, Inc. (“Sour

RELEASE

Exhibit 10.4 RELEASE This RELEASE is made this 12th day of February, 2014 by Edward DeFeudis, a Connecticut resident (“TD”), in favor of Source Financial, Inc., a Delaware corporation (“Source”), and Hugh Evans, an Australian resident (“HE”). RECITALS On June 30, 2013, Source consummated the transaction contemplated by the Share Exchange Agreement dated as of May 30, 2013 among Source, Moneytech L

EDWARD DEFEUDIS

Exhibit 10.2 EDWARD DEFEUDIS February 12, 2014 Source Financial, Inc. Level 6/97 Pacific Highway North Sydney NSW 2060 Australia Attention: Hugh Evans, Chief Executive Officer Re. Lock-Up Agreement Gentlemen: The undersigned is the owner of shares of, or rights to acquire by conversion, exercise or other means, common stock of Source Financial, Inc. (the “Company”). In order to induce Wellington S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q x Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended December 31, 2013 o Transition report pursuant to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q x Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended December 31, 2013 o Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to .

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 24, 2014 SOURCE FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 033-26828 80-0142655 (State or other jurisdiction of incorporation) (Commission

-

As filed with the Securities and Exchange Commission on January 22, 2014 Registration No.

- GENERAL FORM FOR REGISTRATION OF SECURITIES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 SOURCE FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 80-0142655 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Level

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A x Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2013 ¨ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to .

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q x Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2013 ¨ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to .

- QUARTERLY REPORT EXTENSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12B-25 NOTIFICATION OF LATE FILING SEC File Number: 033-26828 (Check one): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: September 30, 2013 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on For

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 f8k101613sourcefinancial.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 16, 2013 SOURCE FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 033-26828 80-0142655 (State o

EX-10.15

Exhibit 10.15

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2013 o TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2013 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 033-26828 SOURCE FINANCIAL, I

Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to Annual Report on Form 10-K filed on October 15, 2013).

Exhibit 3.1 Amended and Restated Certificate of Incorporation of Source Financial, Inc. The undersigned, Hugh Evans, hereby certifies that: 1. The name of this corporation is Source Financial, Inc. (the “Corporation”). 2. The Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”) was filed on June 24, 1988 under the name Windsor Capital Corp. 3. The Amended and Restat

CONSULTING AGREEMENT

Exhibit 10.16 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the “Agreement”) is between Source Financial Inc. located at 1093 Broxton Avenue Suite#210 Los Angeles, CA 90024 (hereinafter referred to as “COMPANY”); and Market Street Investor Relations LLC, located in Woodlands, TX (hereinafter referred to as the “Consultant”) on this 23rd day of July 2013. WHEREAS, the Consultant is in the busines

EMPLOYMENT AGREEMENT

Exhibit 10.2 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (“Agreement”) is dated and effective as of June 30, 2013, by and between WIKITECHNOLOGIES, INC., a Delaware corporation (the “Company”), and Edward DeFeudis (the “Executive”). WHEREAS, the Company recognizes that the Executive’s talents and abilities are unique and desires to secure the services of the Executive on the terms and condition

Jurisdiction of Incorporation/Organization

Exhibit 21.1 SUBSIDIARIES Name Jurisdiction of Incorporation/Organization Percent Ownership Moneytech Limited Australia 100% Moneytech Finance Pty Ltd. Australia 100% mPayments Pty Ltd. Australia 100% Moneytech POS Pty Ltd. Australia 100% Moneytech Services Pty Ltd. Australia 100% Moneytech USA, Inc. Delaware 100% WikiTechnologies, Inc. Delaware 100% 360 Markets Pty Ltd. Australia 37.5%

SOURCE FINANCIAL, INC STOCK OPTION AGREEMENT

Exhibit 10.8 SOURCE FINANCIAL, INC STOCK OPTION AGREEMENT THIS AGREEMENT, made as of July 19, 2013, by Source Financial, Inc., a Delaware corporation (hereinafter called the "Company"), with Klaus Selinger (hereinafter called the "Holder"). R E C I T A L S: The Company has adopted a 2013 Omnibus Incentive Plan (the "Plan"). Said Plan, as it may hereafter be amended and continued, is incorporated h

/s/ Hugh Evans Hugh Evans Managing Director

Exhibit 10.1 1 March 2004 Mr. Hugh Evans 9 Eaglehawk Place West Pennant Hills NSW 2125 EMPLOYMENT OFFER: Managing Director Dear Hugh We are delighted to offer you a position with Moneytech Limited, (“the Company”), in the position of Managing Director. The Company may also, from time to time, change your duties in consultation with you. The terms and conditions of employment are outlined hereunder

SOURCE FINANCIAL, INC STOCK OPTION AGREEMENT

Exhibit 10.9 SOURCE FINANCIAL, INC STOCK OPTION AGREEMENT THIS AGREEMENT, made as of July 19, 2013, by Source Financial, Inc., a Delaware corporation (hereinafter called the "Company"), with John Wolfgang (hereinafter called the "Holder"). R E C I T A L S: The Company has adopted a 2013 Omnibus Incentive Plan (the "Plan"). Said Plan, as it may hereafter be amended and continued, is incorporated he

1. Interpretation

Exhibit 10.4 Receivables Purchase Agreement Moneytech Limited Moneytech Finance Pty Limited Moneytech Services Pty Limited Westpac Banking Corporation Moneytech DealerCard Program 2 Chifley Square Sydney NSW 2000 Australia Tel 61 2 9230 4000 Fax 61 2 9230 5333 www.aar.com.au © Copyright Allens Arthur Robinson 2013 Receivables Purchase Agreement Allens Arthur Robinson Table of Contents 1. Interpret

SOURCE FINANCIAL, INC STOCK OPTION AGREEMENT

Exhibit 10.10 SOURCE FINANCIAL, INC STOCK OPTION AGREEMENT THIS AGREEMENT, made as of July 19, 2013, by Source Financial, Inc., a Delaware corporation (hereinafter called the "Company"), with Richard Allely (hereinafter called the "Holder"). R E C I T A L S: The Company has adopted a 2013 Omnibus Incentive Plan (the "Plan"). Said Plan, as it may hereafter be amended and continued, is incorporated

EX-10.12

Exhibit 10.12

EMPLOYMENT AGREEMENT

Exhibit 10.3 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (“Agreement”) is dated and effective as of June 30, 2013, by and between WIKITECHNOLOGIES, INC., a Delaware corporation (the “Company”), and Marco Garibaldi (the “Executive”). WHEREAS, the Company recognizes that the Executive’s talents and abilities are unique and desires to secure the services of the Executive on the terms and condition

- NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12B-25 NOTIFICATION OF LATE FILING SEC File Number: 033-26828 (Check one): x Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: June 30, 2013 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 2013 SOURCE FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 033-26828 80-0142655 (State or other jurisdiction of incorporation) (Commission

(979) 532-5964 • 1-800-509-5964 • FAX: (979) 532-0954

Exhibit 16.1 PS STEPHENSON & CO., P.C. Certified Public Accountants 1609 N. Richmond Road Wharton, Texas 77488 U.S. Securities and Exchange Commission Office of the Chief Accountant 100 F. Street, NE Washington, DC 20549 RE: Source Financial, Inc. Ladies and Gentlemen: We have read the statements of Source Financial, Inc. pertaining to our Firm included under Item 4.01 of Form 8-K dated July 30, 2

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year - CURRENT REPORT AMENDMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2013 SOURCE FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 033-26828 80-0142655 (State or other jurisdiction of incorpora

Financial Statements and Exhibits - FOMR 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2013 SOURCE FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 033-26828 80-0142655 (State or other jurisdiction of incorpora

RESTRICTED STOCK AGREEMENT EDWARD C. DEFEUDIS

Exhibit 10.1 RESTRICTED STOCK AGREEMENT FOR EDWARD C. DEFEUDIS This RESTRICTED STOCK AGREEMENT (the "Agreement") is made and entered into effective as of May 9, 2013 (the "Effective Date") by and between SOURCE FINANCIAL, INC., a Delaware corporation ("Company"), and EDWARD C. DEFEUDIS ("Mr. DeFeudis"). W I T N E S S E T H: WHEREAS, the Board of Directors of the Company (the "Board") has determine

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Amendment No. 2) (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2013 o T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Amendment No. 2) (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2013 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to. Commission File Number:

Changes in Registrant's Certifying Accountant - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 2013 SOURCE FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 033-26828 80-0142655 (State or other jurisdiction of incorporation) (Commission Fi

RESTRICTED STOCK AGREEMENT MARCO GARIBALDI

Exhibit 10.2 RESTRICTED STOCK AGREEMENT FOR MARCO GARIBALDI This RESTRICTED STOCK AGREEMENT (the "Agreement") is made and entered into effective as of May 9, 2013 (the "Effective Date") by and between SOURCE FINANCIAL, INC., a Delaware corporation ("Company"), and MARCO GARIBALDI ("Mr. Garibaldi"). W I T N E S S E T H: WHEREAS, the Board of Directors of the Company (the "Board") has determined tha

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2013 SOURCE FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 033-26828 80-0142655 (State or other jurisdiction of incorporation) (Commission Fi

ESCROW AGREEMENT

Exhibit 10.1 ESCROW AGREEMENT ESCROW AGREEMENT dated as of this 30th day of June, 2013 (this “Agreement”), by and among SOURCE FINANCIAL, INC., a Delaware corporation (“Source”), MARCO GARIBALDI (“Garibaldi”), EDWARD DEFEUDIS (“DeFeudis”), and Eaton & Van Winkle LLP, 3 Park Avenue, New York, New York 10016 (the “Agent”). Preliminary Statement Source, Moneytech Limited, an Australian company (“Mone

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Amendment No. 1) (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2013 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to. Commission File Number:

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2013 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to. Commission File Number: 033-26828 SOURCE F

1

Exhibit 99.1 Source Financial Announces Definitive Merger Agreement with Moneytech Moneytech Merger Expands Source Financial's Product Offering, Geographic Footprint and Revenue LOS ANGELES, June 3, 2013- Source Financial, Inc. (OTCQB: SRCF) (“Source”) is pleased to announce significant progress in its plan to merge its business with Moneytech Limited (“Moneytech”), a leading Australian financial

Source Financial, Inc. 1093 Broxton Avenue Suite 210 Los Angeles, CA 90024 May 28, 2013

Exhibit 10.2 Source Financial, Inc. 1093 Broxton Avenue Suite 210 Los Angeles, CA 90024 May 28, 2013 Mr. Hugh Evans c/o Moneytech Limited Level6/97 Pacific Highway North Sydney NSW 2060 Australia Dear Hugh: We are in the process of negotiating a Share Exchange Agreement pursuant to which Source Financial, Inc. (“Source”) will acquire the outstanding shares of Moneytech Limited (“Moneytech”) from t

Execution Copy SHARE EXCHANGE AGREEMENT by and among SOURCE FINANCIAL, INC., a Delaware Corporation, MONEYTECH LIMITED, an Australian Corporation, MARCO GARIBALDI, EDWARD DEFEUDIS, HUGH EVANS, THE SHAREHOLDERS OF MONEYTECH LIMITED Dated as of May 30,

EX-10.1 3 f8k053013ex10isource.htm SHARE EXCHANGE AGREEMENT Exhibit 10.1 Execution Copy SHARE EXCHANGE AGREEMENT by and among SOURCE FINANCIAL, INC., a Delaware Corporation, MONEYTECH LIMITED, an Australian Corporation, MARCO GARIBALDI, EDWARD DEFEUDIS, HUGH EVANS, and THE SHAREHOLDERS OF MONEYTECH LIMITED Dated as of May 30, 2013 SHARE EXCHANGEAGREEMENT SHARE EXCHANGE AGREEMENT (this “Agreement”)

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Other Events - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 30, 2013 SOURCE FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 033-26828 80-0142655 (State or other jurisdiction of incorporation) (Commission Fil

State of Delaware Secretary of State Division of Corporation Delivered 05:22 PM 06/04/2013 FILED 05:20 PM 06/04/2013 SRV 130736397 - 2164821 FILE

Exhibit 4.1 State of Delaware Secretary of State Division of Corporation Delivered 05:22 PM 06/04/2013 FILED 05:20 PM 06/04/2013 SRV 130736397 - 2164821 FILE CERTIFICATE OF DESIGNATION PREFERENCES AND RIGHTS OF SERIES B PREFERRED STOCK OF SOURCE FINANCIAL, INC. PURSUANT TO SECTION 151 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE Source Financial, Inc., a Delaware Corporation (the “Corpo

NOTE PURCHASE AGREEMENT

EX-10.2 3 f10k2013ex10iisourcefin.htm NOTE PURCHASE AGREEMENT WITH ROBERT PEARSON DATED OCTOBER 31, 2012. Exhibit 10.2 NOTE PURCHASE AGREEMENT This Note Purchase Agreement (this “Agreement”) is made and entered as of October 31, 2012 by and between The Wiki Group, Inc., a Delaware corporation (the “Company”), and Robert S. Pearson (the “Purchaser”). WHEREAS, the Purchaser has agreed to invest up t

SOURCE FINANCIAL, INC. 12% CONVERTIBLE PROMISSORY CONVERTIBLE NOTE

Exhibit 4.1 THE SECURITIES EVIDENCED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL REASONABLY ACCEPTABLE T

NOTE CANCELLATION AND CONVERTIBLE NOTE AGREEMENT

EX-10.3 4 f10k2013ex10iiisourcefin.htm NOTE CANCELLATION AGREEMENT DATED NOVEMBER 15, 2012 Exhibit 10.3 NOTE CANCELLATION AND CONVERTIBLE NOTE AGREEMENT This NOTE CANCELLATION AND CONVERTIBLE NOTE AGREEMENT (this "Agreement"), dated as of November 15, 2012 (the “Effective Date”), among The Wiki Group, Inc., a Delaware corporation (the “Company”), and Robert S. Pearson or his registered assigns (th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2013 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 033-26828 SOURCE FINANCIAL

SOURCE FINANCIAL, INC. 2013 OMNIBUS INCENTIVE PLAN

Exhibit 10.1 SOURCE FINANCIAL, INC. 2013 OMNIBUS INCENTIVE PLAN 1. Purpose. Source Financial, Inc. (the “Company”) hereby adopts Source Financial, Inc. 2013 Omnibus Incentive Plan (the “Plan”), effective as of April 8, 2013. The Plan is intended to recognize the contributions made to the Company by its associates (including associates who are members of the Board of Directors), directors, consulta

Financial Statements and Exhibits, Other Events - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 8, 2013 SOURCE FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 033-26828 80-0142655 (State or other jurisdiction of incorporation) (Commission Fi

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2013 SOURCE FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 033-26828 80-0142655 (State or other jurisdiction of incorporation) (Commission F

The Wiki Group, Inc. Announces Reverse Stock Split and Name Change

Exhibit 99.1 The Wiki Group, Inc. Announces Reverse Stock Split and Name Change LOS ANGELES March 20, 2013 – The Wiki Group, Inc. (OTCQB: TWGI) (“Wiki Group”, or “the Company”) is pleased to announce a 1-100 reverse split and name change of The Wiki Group, Inc. (TWGI) to “Source Financial, Inc.” This corporate action will take effect at the open of business 03/21/13 and the new symbol will be TWGI

State of Delaware Secretary of State Division of Corporations Delivered 09:35 AM 03/15/2013 FILED 09:33 AM 03/15/2013 SRV 130318552 - 2164821 FILE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF SOURCE FINANCIAL, INC.

EX-3.1 2 f8k031513ex3isourcefin.htm AMENDMENT TO ARTICLES OF INCORPORATION Exhibit 3.1 State of Delaware Secretary of State Division of Corporations Delivered 09:35 AM 03/15/2013 FILED 09:33 AM 03/15/2013 SRV 130318552 - 2164821 FILE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF SOURCE FINANCIAL, INC. Source Financial, Inc., a corporation organized and existing under and by virtue of

State of Delaware Secretary of State Division of Corporation Delivered 04:35 PM 02/22/2013 FILED 04:35 PM 02/22/2013 SRV 130216383 - 2164821 FILE

Exhibit 3.1 State of Delaware Secretary of State Division of Corporation Delivered 04:35 PM 02/22/2013 FILED 04:35 PM 02/22/2013 SRV 130216383 - 2164821 FILE STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION The Wiki Group, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 2013 SOURCE FINANCIAL, INC. (Exact name of registrant as specified in its charter) Delaware 033-26828 80-0142655 (State or other jurisdiction of incorporation) (Commissio

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 19, 2013 THE WIKI GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 033-26828 58-1921737 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2012 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to. Commission File Number: 033-26828 THE WI

STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION

Exhibit 3.1 STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify: FIRST: That at a meeting of the Board of Directors of The Wiki Group, Inc. resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation o

The Wiki Group Enters into Letter of Intent to Acquire Moneytech Limited

EX-99.1 3 f8k111212ex99iwikigroup.htm PRESS RELEASE ANNOUNCING LETTER OF INTENT WITH MONEYTECH LIMITED Exhibit 99.1 The Wiki Group Enters into Letter of Intent to Acquire Moneytech Limited LOS ANGELES December 14, 2012 – The Wiki Group, Inc. ("Wiki Group", or "the Company") is pleased to announce, that after months of negotiation, the Company has signed a non-binding Letter of Intent to acquire Mo

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 12, 2012 THE WIKI GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 033-26828 58-1921737 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2012 o TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2012 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to. Commission File Number: 033-26828 THE WIKI

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - FORM 8K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 31, 2012 THE WIKI GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 033-26828 58-1921737 (State or other jurisdiction of incorporation) (Commission Fi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2012 THE WIKI GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 033-26828 58-1921737 (State or other jurisdiction of incorporation) (Commission Fil

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 1, 2012 THE WIKI GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 033-26828 58-1921737 (State or other jurisdiction of incorporation) (Commission File

THE WIKI GROUP, INC. 2012 OMNIBUS INCENTIVE PLAN

Exhibit 10.2 THE WIKI GROUP, INC. 2012 OMNIBUS INCENTIVE PLAN 1. Purpose. The Wiki Group, Inc. (the “Company”) hereby adopts The Wiki Group, Inc. 2012 Omnibus Incentive Plan (the “Plan”), effective as of July 1, 2012. The Plan is intended to recognize the contributions made to the Company by its associates (including associates who are members of the Board of Directors), directors, consultants and

INDEPENDENT DIRECTOR AGREEMENT

Exhibit 10.1 INDEPENDENT DIRECTOR AGREEMENT This INDEPENDENT DIRECTOR AGREEMENT is made as of this day of , (the "Agreement"), by and between The Wiki Group, Inc., a Delaware corporation (the "Company") and (the “Director”). WHEREAS, the Company’s Board of Directors (the “Board”) appointed the Director as a member of the Board of Directors of the Company on , and desires to enter into an agreement

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June 19, 2012 VIA EDGAR AND FEDERAL EXPRESS Michael R. Clampitt Senior Counsel, U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: The Wiki Group, Inc. Amendment No. 1 to Form 8-K Filed May 3, 2012 File No. 033-26828 Dear Mr. Clampitt: We hereby submit the responses of The Wiki Group, Inc. (the “Company”) to the comments of the sta

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 11, 2012 THE WIKI GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 033-26828 58-1921737 (State or other jurisdiction of incorporation) (Commission File

THE WIKI GROUP, INC. 12% CONVERTIBLE PROMISSORY NOTE

Exhibit 4.1 THE SECURITIES EVIDENCED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL REASONABLY ACCEPTABLE T

Joshua Rosenzweig Consulting Agreement

Exhibit 10.1 Joshua Rosenzweig Consulting Agreement This Consulting Agreement (the “Agreement”) is made as of June 11, 2012 (“the Effective Date”), by and between The Wiki Group Inc. (the “Company”), and Joshua Rosenzweig (“Consultant”). WHEREAS, Company is engaged in the business of, among other matters, providing services to support mobile payments and peer to peer lending; WHEREAS, the Company

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2012 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to. Commission File Number: 033-26828 THE WIKI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2012 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 033-26828 THE WIKI GROUP,

EX-10.2

Exhibit 10.2

CONSULTING AGREEMENT

Exhibit 10.8 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the “Agreement”) is between WikiLoan, Inc., a Delaware corporation having its principal office located at 1093 Broxton Avenue Suite 210 Los Angeles, CA 90024 (hereinafter referred to as “COMPANY”); and Karolus Maximus Kapital S.A. located at 16 rue de Nassau, L-2213 Luxembourg (hereinafter referred to as the “Consultant”) on this 2nd day

EX-10.3

Exhibit 10.3

Ron Kaufman Consulting Agreement

Exhibit 10.5 Ron Kaufman Consulting Agreement This Consulting Agreement (the “Agreement”) is made as of November 28, 2010 (“the Effective Date”), by and between Wikiloan Inc. (“Company”), and Ronald Kaufman of 5307 Windy Lake Drive Kingwood, TX 77345 (“Consultant”). WHEREAS, Company is engaged in the business of, among other matters, providing a services to support peer-to-peer lending; WHEREAS, t

Ali Fakhari Consulting Agreement

Exhibit 10.7 Ali Fakhari Consulting Agreement This Consulting Agreement (the “Agreement”) is made as of May 4th, 2011 (“the Effective Date”), by and between Wikiloan Inc.(“Company”), and Ali Fakhari (“Consultant”). WHEREAS, Company is engaged in the business of, among other matters, providing a services to support peer-to-peer lending; WHEREAS, the Company wishes to retain Consultant to perform ce

EX-10.6

Exhibit 10.6

EX-10.4

Exhibit 10.4

Board of Directors As of January 23, 2012

Exhibit 99.4 Board of Directors As of January 23, 2012 WikiLoan, Inc. Attn: Mr. Marco Garibaldi 1093 Broxton Avenue Suite 210 Los Angeles, CA 92024 Dear Sirs: You have requested our opinion, as investment bankers, as to the fairness, from a financial point of view, of the Consideration (as defined below) to be paid by WikiLoan, Inc., a Delaware corporation (the "Parent") in the proposed merger (th

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets - CURRENT REPORT AMENDMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K /A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2012 THE WIKI GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 033-26828 58-1921737 (State or other jurisdiction of incorpora

Liabilities and Shareholders' Deficit

Exhibit 99.3 The Wiki Group, Inc. (Formerly Known as WikiLoan, Inc.) Index to Pro-Forma Financial Statements January 31, 2012 and 2011 Page Number Financial Statements: Pro-Forma Balance Sheets as of January 31, 2012 and 2011 2 Pro-Forma Statement of Operations for the years ended January 31, 2012 and 2011 3 1 The Wiki Group, Inc. (Formerly Known as WikiLoan, Inc.) Pro-Forma Balance Sheet As of Ja

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors WikiPay, Inc. Los Angeles, CA We have audited the accompanying balance sheets of WikiPay, Inc. (formerly known as WikiPay, LLC) as of December 31, 2011 and 2010 and the

Exhibit 99.2 WikiPay, Inc. (fka WikiPay, LLC) Index to Financial Statements December 31, 2011 and 2010 Page Number Report of Independent Registered Public Accounting Firm 1 Financial Statements: Balance Sheets as of December 31, 2011 and 2010 2 Statements of Operations for the years ended 3 December 31, 2011 and 2010 Statement of Changes in Stockholders' and Members' Equity (Deficit) for the years

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May 3, 2012 VIA EDGAR AND FEDERAL EXPRESS Michael R. Clampitt Senior Counsel, U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: WikiLoan, Inc. Form 8-K Filed February 14, 2012 Schedule 14C Filed August 5, 2011 Form 10-Q for the Quarterly Periods Ended July 31, 2011 and October 31, 2011 Filed September 19, 2011 and December 15, 201

- EXTENSION FOR ANNUAL REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2012 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 033-26828 CUSIP NUMBER (Check one): x Form 10-K o Form 20-F o Form 11-K o Form 10-Qo Form 10-D o Form N-SAR o Form N-CSR For Period Ended: January 31, 2012 o Tr

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The Wiki Group, Inc. 1093 Broxton Avenue, Suite 210 Los Angeles, CA 90024 April 17, 2012 Michael R. Clampitt Senior Counsel, U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: WikiLoan, Inc. Form 8-K Filed February 14, 2012 Schedule 14C Filed August 5, 2011 Form 10-Q for the Quarterly Periods Ended July 31, 2011 and October 31, 201

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The Wiki Group, Inc. 1093 Broxton Avenue, Suite 210 Los Angeles, CA 90024 April 4, 2012 Michael R. Clampitt Senior Counsel, U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: WikiLoan, Inc. Form 8-K Filed February 14, 2012 Schedule 14C Filed August 5, 2011 Form 10-Q for the Quarterly Periods Ended July 31, 2011 and October 31, 2011

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2012 THE WIKI GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 033-26828 58-1921737 (State or other jurisdiction of incorporation) (Commission Fil

STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION

Exhibit 3.1 STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION WikiLoan Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that: FIRST: The name of the Corporation is WikiLoan Inc. SECOND:This Certificate of Amendment (this “Certificate of Amendment”) amends the prov

WikiLoan Names Denita Willoughby as Chief Executive Officer

Exhibit 99.1 WikiLoan Names Denita Willoughby as Chief Executive Officer LOS ANGELES March 5, 2012 -WikiLoan, Inc. ("WikiLoan", or "the Company") is pleased to announce that Denita Willoughby has been named as the Chief Executive Officer, and has been appointed to the Company’s Board of Directors (the “Board”) effective March 1, 2012. Marco Garibaldi has stepped down as CEO, has become CTO, and ha

EMPLOYMENT AGREEMENT

Exhibit 10.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (“Agreement”) is dated and effective as of March 1, 2012, by and between WikiLoan, Inc., a Delaware corporation (the “Company”), and Denita Willoughby (the “Executive”). WHEREAS, the Company recognizes that the Executive’s talents and abilities are unique and desires to secure the services of the Executive on the terms and conditions set

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2012 WIKILOAN INC. (Exact name of registrant as specified in its charter) Delaware 033-26828 58-1921737 (State or other jurisdiction of incorporation) (Commission File Number

STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION

EX-3.2 4 f8k020912ex3iiwikiloan.htm AMENDMENT TO ARTICLES OF INCORPORATION Exhibit 3.2 STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify: FIRST: That at a meeting of the Board of Directors of WikiLoan, Inc. resolutions were duly adopted set

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

8-K 1 f8k020912wikiloan.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2012 WIKILOAN INC. (Exact name of registrant as specified in its charter) Delaware 033-26828 58-1921737 (State or other jurisdiction o

CERTIFICATE OF DESIGNATION PREFERENCES AND RIGHTS OF SERIES A PREFERRED STOCK OF WIKILOAN, INC. PURSUANT TO SECTION 151 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE

EX-3.1 3 f8k020912ex3iwikiloan.htm CERTIFICATE OF DESIGNATION Exhibit 3.1 CERTIFICATE OF DESIGNATION PREFERENCES AND RIGHTS OF SERIES A PREFERRED STOCK OF WIKILOAN, INC. PURSUANT TO SECTION 151 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE WikiLoan, Inc., a Delaware Corporation (the “Corporation”), DOES HEREBY CERTIFY: Pursuant to authority expressly granted and vested in the Board of Di

AGREEMENT AND PLAN OF MERGER BY AND AMONG WIKILOAN, INC. WIKIPAY, INC. FEBRUARY 10, 2012

EX-2.1 2 f8k020912ex2iwikiloan.htm AGREEMENT AND PLAN OF MERGER Exhibit 2.1 AGREEMENT AND PLAN OF MERGER BY AND AMONG WIKILOAN, INC. AND WIKIPAY, INC. FEBRUARY 10, 2012 TABLE OF CONTENTS 1. DEFINITIONS 5 2. THE MERGER 10 2.1 Merger of WikiPay and WikiLoan. 10 2.2 Effective Time. 11 2.3 Closing. 11 2.4 Effect of Merger. 11 3. REPRESENTATIONS AND WARRANTIES OF WIKIPAY 13 3.1 Corporate Organization.

WikiLoan and WikiPay Complete Merger

EX-99.1 5 f8k020912ex99iwikiloan.htm PRESS RELEASE Exhibit 99.1 WikiLoan and WikiPay Complete Merger LOS ANGELES Feb 14, 2012 -WikiLoan, Inc. ("WikiLoan", or "the Company") is pleased to announce that it has signed the final merger agreement between WikiLoan, Inc. and WikiPay, Inc. WikiLoan retained CB Capital Partners, Inc., a prominent investment bank, to issue a fairness opinion and to act as i

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 3, 2012 WIKILOAN INC. (Exact name of registrant as specified in its charter) Delaware 033-26828 58-1921737 (State or other jurisdiction of incorporation) (Commission File Numb

WikiLoan and WikiPay to Merge

EX-99.1 2 f8k010312ex99iwikiloan.htm PRESS RELEASE Exhibit 99.1 WikiLoan and WikiPay to Merge LOS ANGELES Jan 3, 2012 -WikiLoan, Inc. ("WikiLoan", or "the Company") is pleased to announce that it has reached a merger agreement in principle, between WikiLoan, Inc. and WikiPay, Inc. The merger is subject to shareholder, board approval, and a fairness opinion. WikiLoan has retained CB Capital Partner

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2011 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to. Commission File Number: 033-26828 WIKILO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2011 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to. WIKILOAN INC. (Exact name of registrant as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: May 31, 2012 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 033-26828 CU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: May 31, 2012 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 033-26828 CUSIP NUMBER (Check one): o Form 10-K o Form 20-F o Form 11-K x Form 10-Qo Form 10-D o Form N-SAR o Form N-CSR For Period Ended: July 31, 2011 o Transit

SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14 (c) of the Securities Exchange Act of 1934 (Amendment No. ____)

SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14 (c) of the Securities Exchange Act of 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2011 o T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2011 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to. WIKILOAN INC. (Exact name o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2011 o TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2011 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to. WIKILOAN INC. (Exact name of registrant as sp

The First State

Exhibit 3.1 Delaware PAGE 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF "WIKILOAN, INC.", FILED IN THIS OFFICE ON THE SEVENTEENTH DAY OF MAY, A.D. 2011, AT 4:53 O'CLOCK P.M. A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEED

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (Date of Earliest Event Reported): May 17, 2011 WIKILOAN INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (Date of Earliest Event Reported): May 17, 2011 WIKILOAN INC. (Exact name of registrant as specified in Charter) Delaware 000-51879 58-1921737 (State or other jurisdiction of incorporation or organization) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2011 o TRANSITION REPORT UNDER SECTION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2011 or o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-51879 WIKILOAN INC. (Exact name of re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: May 31, 2012 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 000-51879 CUSIP NUMBER (Check one): x Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: January 31, 2011 o Tra

Joint Filing Consent

EX-10.1 2 sc13d0111defeudisex10iwiki.htm AGREEMENT TO JOINTLY FILE THE SCHEDULE 13D BY AND BETWEEN MR. DEFEUDIS AND SPIDER INVESTMENTS, LLC Exhibit 10.1 Joint Filing Consent Pursuant to Rule 13d-1(k)(1) of the Securities Exchange Act of 1934, we hereby consent to file a joint Schedule 13D by and on behalf of each of us dated February 10, 2010. EDWARD C. DEFEUDIS SPIDER INVESTMENTS, LLC By: /s/ Edw

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under The Securities Exchange Act Of 1934 WIKILOAN, INC. (Name of Issuer) COMMON STOCK, $0.001 Par Value Per Share (Title of Class of Securities) (CUSIP Number) Edward C. DeFeudis

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under The Securities Exchange Act Of 1934 WIKILOAN, INC. (Name of Issuer) COMMON STOCK, $0.001 Par Value Per Share (Title of Class of Securities) (CUSIP Number) Edward C. DeFeudis 1093 Broxton Avenue Suite 210 Los Angeles, CA 90024 (310) 443-9246 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (Date of Earliest Event Reported): January 31, 2011 WIKILOAN INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (Date of Earliest Event Reported): January 31, 2011 WIKILOAN INC. (Exact name of registrant as specified in Charter) Delaware 000-51879 58-1921737 (State or other jurisdiction of incorporation or organization) (Commiss

WikiLoan Founder Returns Close to 10 Million Shares to Treasury

Exhibit 99.1 WikiLoan Founder Returns Close to 10 Million Shares to Treasury LOS ANGELES, Jan. 31, 2011 /PRNewswire via COMTEX/ - WikiLoan, Inc. (OTC Bulletin Board: WKLI), a financial social network today announced that Founder, Edward C. DeFeudis, is returning 9,837,500 shares to the treasury whereby reducing the outstanding shares by close to 17.5%. "The reduction of our outstanding shares will

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2010 o TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2010 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to. WIKILOAN INC. (Exact name of registrant as specified i

November 4, 2010

November 4, 2010 Jennifer Thompson Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 to FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2010 o TRANSITION R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 to FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2010 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to. WIKILOAN INC. (Exact name of registran

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 to FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 to FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2010 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to. WIKILOAN INC. (Exact name of registra